Executive Employment Agreements. Each of Grosxx xxx Jacoxxxx xxxll have executed and delivered to TPEG employment agreements with the Surviving Corporation in the forms Exhibits "F1" and "F2," annexed hereto (the "Employment Agreements").
Executive Employment Agreements. The Offeror acknowledges that the Company is a party to employment agreements with certain executives, senior officers and other key employees which provide for certain payments, benefits and compensation for loss of office or as to their remaining in or retiring from office if the Offer is completed, access to which agreements has been provided to the Offeror (the “Change of Control Agreements”). The Offeror acknowledges that it has read and understood the terms of the Change of Control Agreements and hereby covenants and agrees that if the Offer is completed it shall cause the Company and its Subsidiaries to comply in all respects with the obligations of the Company under the Change of Control Agreements.
Executive Employment Agreements. In order to provide for continuity of operations and management of the Company, Westar agrees that it will, and will cause its nominees to the Board to, subject to exercise of such directors' fiduciary duties to all the stockholders of the Company, vote and take any and all action necessary or appropriate as a stockholder of the Company to cause the Company to uphold and comply with those certain Employment Agreements dated as of October __, 1997 between the Company and Richard Ginsburg, between the Company and Darius G. Nevin and between thx Xxxxxxx xxx Xxrold Ginsburg (the "Employxxxx Xxxxxxxxxx") pursuant to the terms therxxx xxx xxx xxxation set forth in such Employment Agreements or its earlier termination thereof as provided therein.
Executive Employment Agreements. Effective as of the Closing, the Company and Xxxxxxx Xxxxxx will enter into an employment contract substantially in the form attached hereto as Exhibit C.
Executive Employment Agreements. The Company shall have entered into employment agreements satisfactory to Xxxxxx and the Company with the executives identified on SCHEDULE 9.16.
Executive Employment Agreements. New Plan and Excel shall, each acting reasonably, establish the terms of employment with Excel and the Surviving Trust following the Effective Time of such of their respective officers as are jointly agreed by New Plan and Excel; such terms will be reflected in written employment agreements substantially in the form of composite Exhibit F hereto, provided, however, that the level of salary and bonus for any such individual will not be less than his salary as of the date hereof and last year's bonus, respectively. New Plan and Excel each acting reasonably shall establish the fringe benefits for all such individuals which are consistent in the aggregate with the fringe benefits currently enjoyed by such individuals as a group. The provisions of this Section 7.24 do not apply to Laubich or Xxxxx whose employment arrangements are set forth on Exhibit A-1 and A-2 hereto.
Executive Employment Agreements. The Debtor agrees, and the Plan and Confirmation Order will provide, that the executive employment contracts (collectively, the “Executive Employment Agreements”) for the Reorganized Debtor’s senior management team (collectively, “Management”) will be assumed as modified, subject to further amendment as agreed by each individual member of Management and the New Board during the Negotiation Period (as defined below), as follows: (1) Management will not be entitled to any tax gross up under any provisions of the Internal Revenue Code of 1986, as amended, including provisions relating to Sections 280G, 4999 and 409A of the Internal Revenue Code, (2) the Effective Date will not constitute a change of control for purposes of the Executive Employment Agreements or any other employment, severance, change of control, or similar type of agreement or arrangement covering any employee or other service provider of the Debtor; provided, however, for that certain member of Management who is party to a Change in Control Agreement only, such individual will be provided with a cash severance consistent with the terms set forth in the Executive Severance Agreements currently in effect for other members of Management, except that (A) such severance shall not exceed 2x such individual’s base salary in effect on the date hereof, (B) such severance shall only be payable in the event such individual’s employment is terminated by the Company without Cause (as such term is defined in such individual’s Change in Control Agreement as in effect on the date hereof) and (C) such termination occurs within 30 days following the Effective Date, (3) with respect to members of Management, any provision relating to equity based awards, including without limitation any termination related provisions, will solely be governed by the terms of the MIP, and (4) for any Executive Employment Agreement covering any Management Employee that provides that a notice of non-extension may be delivered by the Debtor or Reorganized Debtor on or before December 31, 2017, the applicable Executive Employment Agreements will be amended to provide that such notice of non- extension will be treated as a termination by the Company without Cause for purposes of non-change in control severance benefits under the applicable Executive Employment Agreement; provided, further, that the Reorganized Debtor retains the right to reject any Executive Employment Agreement if the applicable member of Management does not consent...
Executive Employment Agreements. Immediately after the Closing, each of Xxxx and Xxxxxxxx covenant to Parent and Buyer that he will execute Executive Employment Agreements, in the form attached hereto as Exhibit C (the “Executive Employment Agreements”), and in connection therewith will agree to the after-imposed restrictions on the equity consideration as set out in such agreements. Each of the Employee Equityholders will have the option to file protective elections under Section 83(b) of the Code as soon as practicable after the Closing and in any event within thirty (30) days of the Closing and each agrees to furnish Parent with copies of such filed 83(b) election, if any.
Executive Employment Agreements. The individuals designated in Schedule 1.4 hereto shall each execute and deliver an Executive Employment Agreement in substantially the form attached as Exhibit 1.4 hereto.
Executive Employment Agreements. Upon the Effective Time, Ameris Bank shall enter into an employment agreement with Xxxx. X. Xxxxx in form and substance as provided in Exhibit C-1 and Ameris shall enter into an employment agreement with Xxxxx X. XxXxxxx in form and substance as provided in Exhibit C-2.
